QLT Provides Update on Special Distribution to Shareholders
March 21 2016 - 5:43PM
QLT Inc. (NASDAQ:QLTI) (TSX:QLT) (“QLT”) is providing an update on
its previously announced special distribution (the “Special
Distribution”) of common shares (the “Aralez Shares”) of Aralez
Pharmaceuticals Inc. (“Aralez”), or cash in lieu thereof, to QLT
shareholders.
In connection with the Special Distribution, on
February 5, 2016, QLT acquired the Aralez Shares and QLT
shareholders were given the opportunity to elect to receive cash in
lieu of their pro rata entitlement to Aralez Shares, up to a
maximum aggregate amount of US$15 million, subject to
proration. The cash election was over-subscribed and,
accordingly, the entitlement to cash by QLT shareholders who
elected to receive cash in lieu of Aralez Shares will be prorated
by approximately 50% and such QLT shareholders will receive Aralez
Shares for the remainder of their entitlement. QLT has also
completed the sale of certain Aralez Shares to third party
purchasers in order to fund the US$15 million cash component.
The Special Distribution will be implemented as
part of a reorganization of QLT’s share capital pursuant to a
statutory plan of arrangement (the “Share Reorganization”), which
was approved by the QLT shareholders at a special meeting held on
March 18, 2016 in Vancouver, Canada with 99.8% of the QLT common
shares voted at the special meeting voting in favour. The
statutory plan of arrangement providing for the Share
Reorganization received final approval of the Supreme Court of
British Columbia today.
QLT previously stated that the Special Distribution
would complete on or about March 22, 2016. Due to certain SEC
filing requirements of Aralez, the Special Distribution will not be
completed on March 22, 2016. QLT will publicly announce the
completion date of the Special Distribution promptly following the
time it is established.
Due Bill Trading Procedures
In accordance with the rules of the Toronto Stock
Exchange and NASDAQ, “due bill” trading procedures are being
applied in connection with the Special Distribution. Pursuant
to these procedures, automated systems are tracking any trading of
QLT common shares (“QLT Shares”) in the period between the second
trading day prior to the record date for the Special Distribution,
being February 11, 2016, and the date on which the Special
Distribution completes (the “Due Bill Period”). The QLT
Shares will commence trading on an “ex-distribution” basis on the
trading date following completion of the Special Distribution, as
of which date purchases of QLT Shares will no longer have an
attaching right to the Special Distribution. The “due bills”
will be redeemed once all trades with attached “due bills” entered
during the Due Bill Period have settled. As set out above,
QLT will advise the market as soon as these dates have been
established.
About QLT
QLT is a biotechnology company dedicated to the
development and commercialization of innovative ocular products
that address the unmet medical needs of patients and clinicians
worldwide. We are focused on developing our synthetic
retinoid program for the treatment of certain inherited retinal
diseases.
QLT’s head office is based in Vancouver, Canada and
the Company is publicly traded on NASDAQ Stock Market (symbol:
QLTI) and the Toronto Stock Exchange (symbol: QLT). For more
information about the Company’s products and developments, please
visit our website at www.qltinc.com.
Cautionary Statement Regarding
Forward-Looking StatementsCertain statements in this press
release constitute “forward-looking statements” of QLT within the
meaning of the Private Securities Litigation Reform Act of 1995 and
constitute “forward-looking information” within the meaning of
applicable Canadian securities laws. Forward looking
statements include, but are not limited to, statements concerning
the Special Distribution of the Aralez Shares (or cash in lieu) to
QLT shareholders, statements regarding the expected timetable for
completing the Special Distribution, including the timing of the
Due Bill Period and the distribution date, the effect of the
Special Distribution on QLT and the QLT Shares (including the tax
consequences thereof) and any other statements regarding QLT’s
future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not historical facts are “forward-looking” statements made within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements are often, but not always, made through
the use of words or phrases such as “believe,” “expect,”
“anticipate,” “should,” “planned,” “will,” “may,” “intend,”
“estimated,” “aim,” “on track,” “target,” “opportunity,”
“tentative,” “positioning,” “designed,” “create,” “predict,”
“project,” “seek,” “would,” “could,” “potential,” “continue,”
“ongoing,” “upside,” “increases,” and “potential” and similar
expressions. All such forward-looking statements involve
estimates and assumptions that are subject to risks, uncertainties
and other factors that could cause actual results to differ
materially from the results expressed in the statements.
Among the key factors that could cause actual results to
differ materially from those projected in the forward-looking
statements are the following: the timing to complete the Special
Distribution, including the timing of the Due Bill Period and the
distribution date; and uncertainties relating to QLT’s development
plans, timing and results of the clinical development and
commercialization of QLT’s products and technologies.
Additional information concerning these and other factors can
be found in QLT’s filings with the SEC, including QLT’s most recent
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. QLT assumes no obligation to update
any forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking that speak only as of the
date hereof.
QLT Inc. Contacts:
For Investors:
Andrea Rabney or David Pitts
Argot Partners
P: 212-600-1902
andrea@argotpartners.com
david@argotpartners.com
For Media:
Chuck Burgess or Mike Pascale
Abernathy MacGregor
P:212-371-5999
clb@abmac.com
mmp@abmac.com
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